SEC Filings

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Date, and EPCO and Partners II have complied with all the agreements and
satisfied all the conditions on their part to be complied with or satisfied at
or prior to the Delivery Date; and (ii) no event contemplated by subsection (l)
of this Section 7 in respect of EPCO and Partners II has occurred.
(l) Since the Effective Date, none of the Enterprise Entities
shall have sustained any material loss or interference with its business by
fire, flood, explosion, accident or other calamity, whether or not covered by
insurance, or shall have become a party to or the subject of any litigation,
court or governmental action, investigation, order or decree which is materially
adverse to the Enterprise Entities as a whole; nor shall there have been a
change in the partners' capital, capital stock, short-term debt or long-term
debt of the Enterprise Entities or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, operations, business, prospects, management, capitalization,
financial condition, results of operations or net worth of the Enterprise
Entities, which loss, litigation, change or development, in the judgment of the
Representatives, shall render it impractical or inadvisable to proceed with the
payment for and delivery of the Units.
(m) Subsequent to the execution and delivery of this Agreement
there shall not have occurred any of the following: (i) trading in securities
generally on the NYSE or the American Stock Exchange or in the over-the-counter
market, or trading in any securities of the Company on any exchange or in the
over-the-counter market, shall have been suspended or minimum prices shall have
been established on any such exchange or such market by the Commission, by such
exchange or by any other regulatory body or governmental authority having
jurisdiction, (ii) a banking moratorium shall have been declared by federal or
state authorities, (iii) the United States shall have become engaged in
hostilities, there shall have been an escalation in hostilities involving the
United States or there shall have been a declaration of a national emergency or
war by the United States or (iv) there shall have occurred such a material
adverse change in general economic, political or financial conditions (or the
effect of international conditions on the financial markets in the United States
shall be such) as to make it, in the judgment of a majority in interest of the
several Underwriters, impracticable or inadvisable to proceed with the public
offering or delivery of the Units being delivered on such Delivery Date on the
terms and in the manner contemplated in the Prospectus.
(n) The NYSE shall have approved the Units for listing, subject
only to official notice of issuance and evidence of satisfactory distribution.
(o) The Enterprise Entities shall have furnished the
Representatives such additional documents and certificates as the
Representatives or counsel for the Underwriters may reasonably request.
(p) Simultaneously with the sale of the Units on the First
Delivery Date, the closing of the Bank Credit Agreement shall have ocurred as
described in the Registration Statement.
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